UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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The following is a press release issued by Gebr. Knauf KG on April 10, 2018 containing an open letter to the stockholders of USG Corporation.
April 16, 2018
USG Corporation
550 West Adams Street
Chicago, IL 60661-3676
Attn: Steven F. Leer, Chairman of the Board of Directors
Michelle M. Warner, Senior Vice President, General Counsel and Corporate Secretary
Dear Members of the USG Board of Directors:
As a long-term shareholder of USG, we were deeply troubled that USG chose to deny our request for the Companys current stocklist materials a routine matter that merely levels the playing field so that we may communicate with our fellow USG shareholders. Questioning Knaufs ownership of USG stock and whether we have proper purpose for requesting these materials are the tactics of an entrenched management trying to thwart our right to communicate with fellow stockholders in connection with the annual meeting. These tactics are effectively preventing stockholders from sending a clear message to the Board regarding its refusal to engage related to Knaufs offer to purchase all outstanding shares of USG for $42.00 per share in cash.
We believe USGs actions clearly violate our rights as a stockholder under Delaware law. If USG continues to deny or delay its response to our request, we will unfortunately have no choice but to commence an action in the Delaware courts to compel the prompt production of the requested information.
We write to the Board to ask whether you were made aware and whether you approved of these actions. We believe it is highly inappropriate for USG to engage in conduct designed to delay or restrict our communications with the actual owners of USG. We hope you share our disappointment in these obstructive actions, which raise significant legal and corporate governance concerns and needlessly waste corporate cash.
However troubling, we will not be distracted by USGs latest actions. Our $42 offer presents an immediate, high-value and cash-certain monetization opportunity for USG shareholders after a significant period of time without dividends or equivalent share price development. As the Board is aware, our offer has received public support from USGs largest shareholder and we remain unwavering in our focus to engage with all fellow shareholders and bring this transaction to fruition.
We would have hoped to have a constructive discussion directly with USG, and we still do. However, USGs numerous refusals to meaningfully engage with us despite our best efforts and the Companys attempts to restrict shareholder dialogue has forced us to continue to pursue the path of a withhold campaign, during which we are asking stockholders to vote against the reelection of the USGs director nominees as a message of frustration and disappointment with the entrenchment tactics employed by the Board and management. Nevertheless, it remains our strong preference to engage in constructive dialogue with USG to quickly reach an agreement on definitive documentation.
We look forward to the possibility of consummating a transaction in the near future.
Very truly yours,
Alexander Knauf |
Manfred Grundke |
General Partner |
General Partner |
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